Independent
Tenure on this board
2.5 yrs
8 nominees · 4 ballot items.
Elect eight directors; advisory vote to approve named executive officers’ (NEOs’) compensation (Say-on-Pay); approve the Amended and Restated Long-Term Performance-Based Incentive Plan (LTIP) which increases the share reserve and expands eligibility; and ratify Deloitte as independent auditors for Fiscal 2026.
Elect eight directors to the Board to serve one-year terms.
Non-binding, advisory vote to approve the compensation of the Company's named executive officers as disclosed in the proxy statement (Say-on-Pay).
This advisory proposal asks stockholders to approve the compensation paid to the Company’s named executive officers as disclosed in the proxy statement, including the Compensation Discussion & Analysis and related tables. Management seeks this non-binding approval to confirm that its pay practices — which emphasize a pay-for-performance philosophy with a significant portion of NEO pay at risk and a mix of annual and long-term incentives — are aligned with stockholder interests. The Company describes rigorous goal-setting, an independent compensation consultant, and active stockholder engagement informing plan design, including metrics tied to customer satisfaction, reliability, financial performance, and safety. The Board recommends a FOR vote, citing the alignment of incentives with long-term strategy, strong 2025 performance outcomes that produced above-target payouts, and robust governance practices such as clawback, stock ownership guidelines, and an independent compensation committee. While advisory and non-binding, the Compensation Committee and Board state they will consider the outcome when making future compensation decisions, meaning a negative vote could prompt program changes or additional stockholder engagement. The proposal is contextualized by the Company’s transition to a pure-play regulated energy business and recent shareholder feedback, which the Board says informed the return to a mix of PSAs and RSUs. For an analyst, important considerations include the degree to which disclosed performance metrics are challenging and measurable, the use of discretion in payouts, peer benchmarking for long-term incentives, and how pay outcomes correlated with the Company’s 2025 financial and operational results. The Company highlights strong stockholder support in 2025 (nearly 93% approval) and ongoing engagement with investors as rationale for continuing its current approach. Given the advisory nature, the vote is a signal to the Board about investor alignment with compensation philosophy rather than a binding mandate.
Approve the Amended and Restated Long-Term Performance-Based Incentive Plan to increase the share reserve by 6,564,000 shares, expand eligibility to include a director emeritus, and make certain administrative updates.
This management proposal requests stockholder approval of an amended and restated Long-Term Performance-Based Incentive Plan (LTIP) that increases the share reserve by 6,564,000 shares and expands plan eligibility to include director emeriti. Management seeks approval because the LTIP is the vehicle through which the Company grants PSAs, RSUs, and other equity awards that align executives’ and directors’ interests with those of stockholders; increasing the reserve is presented as necessary to support historical granting practices through the plan’s expected life and to avoid shifting compensation to cash, which management argues would weaken alignment. The filing provides context: low historical overhang and burn rate metrics, a multi-year grant practice (three-year cliff vesting and mix of performance and time-based awards), and peer benchmarking that informed plan design and individual award limits. The Board frames the change as routine and operational — intended to maintain competitive equity grant capacity following organizational changes (spinoffs) and ongoing hiring/retention needs — and emphasizes governance protections (minimum vesting, limits on annual grants, double trigger change-in-control treatment, clawback provisions, and Committee administration). For a sophisticated analyst, key evaluation points include the magnitude of the requested share increase relative to outstanding shares and overhang (the company reports the additional shares would increase overhang from ~1.13% average to ~4.05% if added at 2025 year-end), the plan’s individual award caps, the treatment of forfeited or cash-settled awards, and potential dilution to existing shareholders. The proposal should be assessed in light of the Company’s transition to a regulated energy business, past equity usage patterns, and whether the share request is conservative relative to peers or could enable outsized dilution. The Board’s recommendation for a FOR vote is justified by the need to preserve an equity-based alignment and retention framework and by the Company’s described governance safeguards; however, analysts should monitor post-approval grant pacing, actual burn rates, and disclosures around the allocation of newly-authorized shares to ensure alignment with stockholder interests.
Ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for Fiscal 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 8.52% | 17,804,918 | $369M |
| 2 | BARROW HANLEY MEWHINNEY STRAUSS LLC | 6.58% | 13,760,167 | $285M |
| 3 | VANGUARD PORTFOLIO MANAGEMENT LLC | 5.99% | 12,526,974 | $260M |
| 4 | EARNEST PARTNERS LLC | 4.73% | 9,881,880 | $205M |
| 5 | DIMENSIONAL FUND ADVISORS LP | 4.65% | 9,715,664 | $201M |
| 6 | VANGUARD CAPITAL MANAGEMENT LLC | 4.38% | 9,147,886 | $190M |
| 7 | STATE STREET CORP | 3.34% | 6,990,274 | $146M |
| 8 | BlackRock, Inc. | 2.69% | 5,615,385 | $116M |
| 9 | BANK OF AMERICA CORP /DE/ | 2.47% | 5,170,125 | $107M |
| 10 | SEI INVESTMENTS CO | 2.39% | 4,997,314 | $104M |
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